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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 5, 2004
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DARLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24620 36-2495346
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
251 O'CONNOR RIDGE BLVD., SUITE 300
IRVING, TEXAS 75038
(Address of principal executive offices)
Registrant's Telephone Number, Including Area Code: (972) 717-0300
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ITEM 5. OTHER EVENTS.
On April 5, 2004, Darling International Inc. (the "Company") issued a
press release announcing that it had refinanced its senior credit facility into
a new senior credit facility (the "New Facility") with General Electric Capital
Corporation, as administrative agent and a lender, Comerica Bank, as revolving
credit agent and a lender, and the lenders signatory thereto from time to time.
A copy of the press release is attached hereto as Exhibit 99.1. The New Facility
is for a term of 5 years and provides for a term loan of $25 million and for
revolving loans of up to $42.5 million. Copies of the material loan documents
are attached hereto as Exhibits 10.1 - 10.6.
The Company used (i) approximately $18.0 million of the proceeds from
the term loan portion of the New Facility to pay off its outstanding
indebtedness under its former senior credit facility and (ii) approximately $9.1
million of the availability under the revolving loan portion of the New Facility
to issue letters of credit as security for the Company's obligations with
respect to its insurance. The Company plans to use a portion of the proceeds of
the New Facility to redeem all of the Company's outstanding Series A Preferred
Stock for approximately $11.1 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
10.1 Credit Agreement, dated as of April 2, 2004, among
Darling International Inc., the Other Credit
Parties signatory thereto, the Lenders signatory
thereto from time to time, General Electric
Capital Corporation and Comerica Bank.
10.2 Security Agreement, dated as of April 2, 2004,
among Darling International Inc. and each of the
Credit Parties signatory to the Credit Agreement,
and General Electric Capital Corporation.
10.3 Trademark Security Agreement, dated as of April 2,
2004, among Darling International Inc. and each of
the Credit Parties signatory to the Credit
Agreement, and General Electric Capital
Corporation.
10.4 Patent Security Agreement, dated as of April 2,
2004, among Darling International Inc. and each of
the Credit Parties signatory to the Credit
Agreement, and General Electric Capital
Corporation.
10.5 Copyright Security Agreement, dated as of April 2,
2004, among Darling International Inc. and each of
the Credit Parties signatory to the Credit
Agreement, and General Electric Capital
Corporation.
10.6 Pledge Agreement, dated as of April 2, 2004,
between Darling International Inc. and General
Electric Capital Corporation.
99.1 Press Release dated April 5, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DARLING INTERNATIONAL INC.
Date: April 7, 2004 By: /s/ John O. Muse
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John O. Muse
Executive Vice President -
Finance and Administration
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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10.1 Credit Agreement
10.2 Security Agreement
10.3 Trademark Security Agreement
10.4 Patent Security Agreement
10.5 Copyright Security Agreement
10.6 Pledge Agreement
99.1 Press Release
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